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Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of December 19, 2012 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Sotheby's, a Delaware corporation, Sotheby's, Inc., a New York corporation, Sotheby's Financial Services, Inc., a Nevada corporation, Sotheby's Financial Services California, Inc., a Nevada corporation, Oberon, Inc., a Delaware corporation, Sotheby's Ventures, LLC, a New York limited liability company, Oatshare Limited, a company registered in England, Sotheby's, a company registered in England, Sotheby's Financial Services Limited, a company registered in England, and Sotheby's Hong Kong Limited, a company incorporated in Hong Kong, the other Credit Parties signatory thereto, General Electric Capital Corporation, a Delaware corporation, as Agent for the Lenders (in such capacity, “Agent”), and the Lenders signatory thereto from time to time (collectively, the “Lenders”). This letter agreement is the “Auction Guaranty Side Letter” referenced in the Credit Agreement and amends and restates in its entirety that certain letter agreement, dated August 31, 2009, by and between Agent and the Credit Parties, relating to the subject matter hereof. Capitalized terms used but not defined herein shall have the meanings assigned to them under the Credit Agreement.

In consideration of Agent and Lenders entering into the Loan Documents, and the Lenders agreeing to make Loans and incur Letter of Credit Obligations as provided for in the Loan Documents, the Credit Parties hereby agree that, from and after the date hereof until the Termination Date, the “Aggregate Guaranteed Amount” (as defined below) shall not at any time exceed the Dollar Equivalent of $300,000,000.

For purposes of this letter agreement, the “Aggregate Guaranteed Amount” means, at any time, an amount equal to (i) the aggregate guaranteed amount of all outstanding auction guaranties at such time to which the Credit Parties and their Subsidiaries are obligated minus (ii) without duplication, the sum of (x) the aggregate amount of all unconditional, irrevocable, valid and binding obligations at such time of counterparties which are not Affiliates of the Credit Parties that have agreed in writing to pay to the Credit Parties all or a portion of the Credit Parties' obligations with respect to such guaranties, to the extent that such counterparties have been approved by the Credit Parties as creditworthy and capable of satisfying such obligations in accordance with the Credit Parties' credit approval procedures and policies applied in a manner consistent with their ordinary and historical practices plus (y) the aggregate amount (such amount, the “Aggregate Bid Amount”) of all unconditional, irrevocable, valid and binding written bids for Works of Art at such time which are the subject of such guaranties from bidders which are not Affiliates of the Credit Parties, to the extent that such bidders have been approved by the Credit Parties as creditworthy and capable of satisfying such bids in accordance with the Credit Parties' credit approval procedures and policies applied in a manner consistent with their ordinary and historical practices; provided that, for purposes of determining the Aggregate Bid Amount at any time pursuant to clause (ii)(y) above, only one bid per Work of Art shall be included in the Aggregate Bid Amount at any time.

This letter agreement may not be waived, amended, modified or terminated except with the prior written consent of the Requisite Lenders, Agent and each of the Credit Parties.

This letter agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement.

this letter agreement shall be CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY the laws of the State of New York (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS

LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT.

If you are in agreement with the foregoing, kindly indicate your consent in the space provided below.

IN WITNESS WHEREOF, this letter agreement has been duly executed as of the date first written above.